Governance, Executive &
Nominating Committees

Governance Committee
Members 2014-2015:

Co-Chairs: Meg Twohey
and Steve Immerman
Members: Ken Harris,
Abby Burns, David Hart
Angela Williams

Executive Subcommittee
Meg Twohey
Ken Harris,
Pat Padden, Stephanie Buck,
Jean Marie Procious

Nominating Subcommittee
Members 2014-2015
Chair: Angela Williams
Abby Burns,
Dick Jendrysik

Purpose: The Governance Committee is essential to development of an excellent Board of Trustees. It is charged by the Board, in accordance with the bylaws, to undertake the tasks needed to recruit and develop an excellent, high performing board in accordance with our mission and strategic objectives.

Composition: The Governance Committee is composed of at least 3 (three) Trustees, with the maximum number set by the Board annually. The chair of the committee will be chosen by the Board. The President and Director are ex-officio members of the committee. Non-trustees may be invited to assist the committee in its identification and recruitment of candidates for the Board. The Nominating and Executive Committees are subcommittees of Governance.

Authorization: Committee members and the chair will be approved annually by the full board from Trustee nominees or nominees of the committee.

Meetings: The Governance Committee will meet year round as needed to accomplish its objectives and may appoint ad hoc task forces

Major Responsibilities:

  1. Oversee and ensure a relevant board and committee structure:
    1. Coordinate development of annual committee goals and job descriptions
    2. Conduct periodic reviews of the bylaws and recommend changes when needed
    3. Evaluate emerging needs for new committees, the establishment of ad-hoc task forces, or workgroups and make recommendations to the board
  1. Screen and nominate candidates for trustees and board leadership (Nominating Committee), including:
    1. Develop and recommend for board approval “candidate profiles” that indicate the characteristics, skills, knowledge, and connections needed to achieve board objectives
    2. Manage the recruitment process for new and returning directors
      • develop and maintain an ongoing roster of trustee candidates
      • obtain information on candidate qualifications
      • conduct meetings with candidates to test their interest, commitment and ability to fulfill the criteria for Board service
      • recommend a slate of candidates for election to the Board
      • assess current trustees for re-nomination
    3. Ensure high quality leadership and seamless transitions of officers and committee chairs by identifying and developing future board leadership and recommending a slate of officers for election
  1. Oversee board and board member development to meet strategic board needs:
    1. Develop and maintain the Board Handbook, including all documents necessary to support the full participation of board members and adherence to organizational protocols
    2. Develop and deliver an orientation program for new Board members, Committee Chairs, and committee members (as appropriate).
    3. Ensure participation by new board members
    4. Recommend and develop ongoing board training as needed
    5. Oversee planning for the annual Board retreat, including agenda development, program content and evaluation.
  2. Oversee systems for the Board to assess its performance no less than annually, as well as a process to review the performance of individual board members.
  3. Honor board members whose terms are ending 
  4. Fulfill other duties as assigned by the Board as appropriate to the responsibilities of this committee.

Executive Committee

Purpose: The Executive Committee meets between board meetings to address operational issues with the Director and to develop the agenda and items for consideration by the board. It is authorized to take action on issues normally the responsibility of the Board when, due to the urgency of time or other factors, it is impractical to postpone the business until the next regular meeting of the Board, or when a special Board meeting cannot be scheduled. Even when acting in its capacity as the Executive Committee, the Committee will make every attempt to seek guidance on the pending matter from a broad sampling of trustees before taking such action. Ifaction is taken, the Committee will notify the Board within 3 business days in writing, or by other means, regarding decisions or actions. All such actions are subject to ratification, revision, alteration, approval or disapproval by the Board.

Composition: All officers and the Director.

Authorization: The Executive Committee is a board-authorized subcommittee of the Governance Committee. 

Meetings: The Committee will meet between board meetings as needed. 

Major Responsibilities:

  • Ensure items brought to the Board by committees are well-vetted.
  • Establishe board meeting agendas.
  • Serve as a liaison between committees as needed.
  • Attend to Board or corporate business not requiring full Board action, though not matters within the administrative responsibility of the Director.
  • Serve as final hearing forum in the staff grievance process.
  • Provide consultation to the Director on sensitive personnel matters.

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